November 12th Apogee Enterprises, Inc. announced that it has entered into a Cooperation Agreement with Engaged Capital, LLC and certain of its affiliates. As part of the Cooperation Agreement and the Company’s ongoing Board refreshment process, Apogee will nominate three new independent director candidates for election to its Board at the upcoming 2019 Annual Meeting of Shareholders.
The new Class III director nominees are Christina M. (Christy) Alvord, Frank G. Heard and Elizabeth M. (Beth) Lilly, all three of whom are independent of the Company and Engaged Capital. The company will also nominate incumbent Class III director Mark Pompa, who joined the Board in October 2018. Three of the company’s incumbent Class III directors, who have served on the Board for an average of approximately 14 years, have informed the Board that they do not intend to stand for re-election at the 2019 Annual Meeting. Class III directors elected at the upcoming 2019 Annual Meeting of Shareholders will serve terms concluding at the company’s 2022 Annual Meeting of Shareholders.
“Apogee’s Board is committed to best-in-class governance, as demonstrated by our ongoing Board refreshment process,” said Joseph F. Puishys, Apogee’s Chief Executive Officer. “In addition to the four skilled directors we’ve added since 2016, we look forward to welcoming Christy, Frank, and Beth. Their relevant expertise and diverse perspectives will contribute greatly to the Board in its critical role of guiding the company forward. We appreciate the constructive engagement and support from Glenn Welling and Engaged Capital, one of our largest shareholders.”
Glenn W. Welling, the founder and Chief Investment Officer of Engaged Capital, added, “Christy, Frank and Beth are a fantastic group of director nominees, who will bring fresh perspectives and a wealth of experience to help Apogee identify and act on opportunities to increase value for the benefit of all shareholders. We are pleased to have been able to work constructively with the Board on this process, and with the Board and Joe’s leadership, we are confident that the company will continue to deliver steady growth along with continued operational and profitability improvements.”
The company intends to hold the 2019 Annual Meeting of Shareholders as soon as practicable. The date of the 2019 Annual Meeting of Shareholders and additional details regarding the meeting, including information about the company’s director nominees, will be disclosed in the company’s definitive proxy materials, to be filed with the U.S. Securities and Exchange Commission (SEC). The company also intends to hold its 2020 Annual Meeting of Shareholders in the first half of calendar 2020, consistent with the timing of past Annual Meetings of Shareholders.
In addition to the foregoing Board matters, Engaged Capital has agreed to customary standstill and voting commitments in connection with the Cooperation Agreement. The Cooperation Agreement between the company and Engaged Capital will be included as an exhibit to the company’s Current Report on Form 8-K to be filed with the SEC.